The F-1 registration enables Armistice Capital to resell up to 3.125M shares (~48% of outstanding). The pre-funded warrants ($0.0001 exercise) are essentially already exercised shares — expect near-term selling pressure. Monitor for the registration statement becoming effective and subsequent trading volumes. The company's cash runway is extended by the ~$6.8M net proceeds from the private placement, but the overhang from the resale registration is the dominant near-term factor.
Executive Summary
Pulsenmore filed an F-1 registration statement to register 3,125,000 ordinary shares for resale by Armistice Capital Master Fund Ltd., the sole holder of warrants from a June 2026 private placement that raised ~$7.5M in gross proceeds. The company will not receive any proceeds from the resale, but could receive up to ~$7.5M if the warrants are exercised for cash. The filing is a routine procedural step to enable the selling shareholder to sell shares, and does not represent new capital raising or a change in fundamentals.
Key Facts
- F-1 registers 3,125,000 ordinary shares for resale by Armistice Capital Master Fund Ltd., the sole selling shareholder.
- Shares are issuable upon exercise of 1,562,500 pre-funded warrants ($0.0001 exercise price) and 1,562,500 ordinary warrants ($4.80 exercise price, 5-year term).
- The warrants were issued in a June 26, 2026 private placement that raised ~$7.5M in gross proceeds.
- Pulsenmore will not receive any proceeds from the resale; it may receive up to ~$7.5M if warrants are exercised for cash.
- The company is an Israeli medical device company focused on portable home ultrasound solutions, with FDA approval for its Pulsenmore ES device (October 2025).
- As of December 31, 2025, the company had an accumulated deficit of NIS 183.1M (~$61.8M) and total equity of NIS 83.1M (~$21.6M).
- The selling shareholder, Armistice Capital Master Fund Ltd., holds all 3,125,000 shares being registered and will own 0% after a full sale.
Financial Impact
Up to $7.5M potential cash proceeds to the company if all warrants are exercised for cash; no proceeds from the resale itself. The registration covers 3,125,000 shares, representing ~48% of the 6,502,844 shares outstanding as of July 1, 2026.
Risk Factors
- Significant dilution risk: 3.125M shares registered for resale represent ~48% of current outstanding shares (6.5M), creating substantial overhang.
- Armistice Capital (Steven Boyd) is a known activist/event-driven fund — may sell aggressively or push for strategic changes.
- Pre-funded warrants ($0.0001 exercise) are essentially already exercised shares — immediate selling pressure likely upon effectiveness.
- Israeli geopolitical risk: company operations and key personnel are based in Israel amid ongoing regional instability.
- Early-stage commercialization with accumulated deficit of ~$61.8M — limited revenue base and negative earnings.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1 Filing (Primary) | 0001493152-26-031872 |
| Exhibit: ex107.htm | 0001493152-26-031872 |
| Exhibit: ex5-1.htm | 0001493152-26-031872 |
| Exhibit: ex23-1.htm | 0001493152-26-031872 |
| Document: 0001493152-26-031872-index-headers.html | 0001493152-26-031872 |
| Document: 0001493152-26-031872-index.html | 0001493152-26-031872 |
| Document: 0001493152-26-031872.txt | 0001493152-26-031872 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | 6-K | $1.90 | awaiting T+20 | — | $1.73 (−8.95%) |
Oct 8, 2026 18d ago | SC 13G | $1.85 | awaiting T+20 | — | $1.73 (−6.49%) |
Sep 17, 2026 5w ago | 6-K | $2.42 $1.81 | ▼ −25.21% | ▼ −26.41% | $1.73 (−28.51%) |
Sep 8, 2026 6w ago | 6-K | $2.46 $2.16 | ▼ −12.20% | ▼ −13.91% | $1.73 (−29.67%) |
Sep 2, 2026 7w ago | EFFECT | $2.55 $2.22 | ▲ +12.94% | ▲ +12.86% | $1.73 (+32.16%) |
Aug 31, 2026 8w ago | 6-K | $2.62 $2.19 | ▼ −16.41% | ▼ −16.22% | $1.73 (−33.97%) |
Aug 19, 2026 9w ago | 6-K | $3.01 $2.42 | ▼ −19.60% | ▼ −18.76% | $1.73 (−42.52%) |
Aug 17, 2026 10w ago | 6-K | $2.89 $2.41 | ▼ −16.61% | ▼ −14.63% | $1.73 (−40.14%) |
Jul 13, 2026 15w ago | 6-K | $3.62 $3.26 | ▼ −9.94% | ▼ −13.13% | $1.73 (−52.21%) |
Jul 13, 2026 15w ago | EFFECT | $3.62 $3.26 | ▼ −9.94% | ▼ −13.13% | $1.73 (−52.21%) |
US Market Status
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